A foreign company entering the Gulf and Egypt meets seven separate gateways, not one regional rule. Saudi Arabia replaced its foreign investment license with registration under the Investment Law issued by Royal Decree M/19 of 2024, in force since 12 February 2025. The UAE opened mainland ownership through Federal Decree-Law 26 of 2020 and now regulates companies under Federal Decree-Law 32 of 2021. Kuwait still ties 100 percent foreign ownership to a KDIPA license under Law 116 of 2013. Qatar allows up to 100 percent under Law 1 of 2019, Oman under Royal Decree 50/2019, Bahrain through ministerial decisions under Decree-Law 21 of 2001, and Egypt under Law 72 of 2017. Our standing advice is to choose the entity last, after the activity, the owners and the contracts have been mapped country by country.
Start with the activity, not the entity
Before we compare a company, a branch and a joint venture, we ask what the group will sell, to whom, from which premises and through which staff. The answer decides which regime is engaged and which approvals attach to the activity itself. Registering a vehicle does not give permission to trade in a restricted activity, and permission obtained in one country does not travel to the next.
We separate three questions that clients often merge: who may own the vehicle, what the vehicle may do, and which regulator must clear it. Ownership caps, activity lists and sector licenses sit in different instruments, for example the Saudi excluded activities list, the UAE strategic impact list, the Kuwait negative list and the fields barred by Article 4 of the Qatar investment law.
Saudi Arabia: registration with the Ministry of Investment replaces the license
The Investment Law, issued by Royal Decree M/19 dated 22 July 2024 and published on 16 August 2024, repealed the Foreign Investment Law of 2000 and took effect on 12 February 2025. Its Implementing Regulations were issued by Ministerial Resolution 1086 of 7 February 2025 and published on 25 April 2025. A foreign investor now registers with the Ministry of Investment for each investment and must reconfirm its declarations every year.
Excluded activities fall into two groups. Prohibited activities need prior approval from the Permanent Ministerial Committee for Examination of Foreign Investments, while restricted activities open once the stated conditions are met, and the list is kept in the investor guide of the Ministry. For a non-serious violation the investor must correct it within a period set by the Ministry of not less than 30 working days from the notification, and may ask for an extension on proper justification, which the Ministry may approve or reject (Article 28 of the Implementing Regulations). Otherwise the fine can reach SAR 300,000, doubled for a repeat, or the registration can be canceled. The operating vehicle itself is formed under the Companies Law, Royal Decree M/132 of 2022, and Article 2 allows a company to be incorporated by a single person.
Saudi Arabia: regional headquarters and government contracts
A group that expects Saudi government customers must test the regional headquarters rule early. On 26 December 2023 the Council of Ministers approved the rules for contracting with entities that have no regional headquarters in the Kingdom, and from 1 January 2024 eligible multinationals without one cannot enter contracts with Saudi government bodies. The exceptions are narrow: contracts up to SAR 1 million, projects carried out outside the Kingdom, a single compliant bid or an emergency, and a technically best bid that is at least 25 percent cheaper than the next bid.
A regional headquarters license from the Ministry of Investment requires the licensee to complete the company or branch registration within six months of issue and, within one year, to activate the compulsory activities and at least three optional ones and employ at least 15 staff, including at least three executives. The RHQ tax rules in ZATCA Board Decision 9-1-24 of 4 February 2024 set 0 percent corporate income tax on eligible income and 0 percent withholding tax on specified payments, for up to 30 years from the license and renewable.
United Arab Emirates: Decree-Law 32 of 2021 and the strategic impact list
Federal Decree-Law 32 of 2021 on Commercial Companies, in force since 2 January 2022, requires every company to take one of the forms in Article 9: general partnership, limited partnership, limited liability company, public joint stock company or private joint stock company. A company that adopts none of them is null, and those who contracted in its name are personally and jointly liable. Under Article 9(3) every company established in the State, free zones included, has UAE nationality.
Article 10 empowers the Cabinet to list activities with strategic impact. Cabinet Resolution 55 of 2021 covers security and defense, banks, exchange and insurance, currency printing, telecommunications, Hajj and Umrah services, Quran recitation centers and fisheries services, where citizen shareholding is fixed at 100 percent. For the first group the regulator sets the foreign share, and Article 3 of the resolution gives the licensing authority five business days to forward a complete file and the regulator 14 business days to decide. Federal Decree-Law 47 of 2022 taxes profit at 9 percent above AED 375,000, with 0 percent on the qualifying income of qualifying free zone persons.
Kuwait: the 51 percent rule and the KDIPA license
Kuwait works in two layers. Under Article 23 of the Commercial Law, Decree-Law 68 of 1980, a non-Kuwaiti trading through a company needs a Kuwaiti partner holding at least 51 percent of the capital. Law 1 of 2024 replaced Article 24 so that a foreign company may open a branch and trade without a local agent, with effect from 21 January 2024. The amendment does not remove the 51 percent rule for a non-Kuwaiti who trades through a company. Law 116 of 2013 on the Promotion of Direct Investment remains the main route to 100 percent foreign ownership, with the company itself formed under Law 1 of 2016.
Under Article 12 of Law 116 of 2013 an investment entity may be a Kuwaiti company with foreign participation of up to 100 percent, a branch of a foreign company, or a representative office limited to market studies. The Council of Ministers keeps a negative list under Article 11. KDIPA must decide within 30 days of a complete application (Article 15), a rejection must be reasoned and in writing, and an appeal left unanswered for 30 days counts as rejected (Article 16). Incentives include a tax exemption of up to ten years from the start of operations (Article 27) and customs relief, with a five-year ban on disposing of the exempted goods.
Qatar: Law 1 of 2019 and its exclusions
Law 1 of 2019 allows a non-Qatari investor to invest in all economic sectors with up to 100 percent of the capital (Article 2). Banks and insurance companies, unless the Council of Ministers exempts them, and commercial agencies are barred, and the Council may add other fields (Article 4). Listed shareholding companies are capped at 49 percent unless the Council approves more (Article 7). The Law does not apply to companies and individuals to whom the state assigns the extraction, exploitation or management of natural resources under a concession or special agreement (except to the extent it does not conflict with that concession or agreement), to companies the state or other public bodies set up or take part in, to companies in which the state holds at least 51 percent (or less with Council of Ministers approval) alongside non-Qatari investors, or to companies and individuals licensed by Qatar Petroleum for petroleum activities or aiming to invest in the oil, gas and petrochemical sector (Article 25). Companies are formed under Law 11 of 2015, as amended by Law 8 of 2021.
An application to exceed 49 percent goes to the competent department, which has fifteen days. Silence counts as an implicit rejection, the applicant may appeal to the Minister within fifteen days, the Minister has thirty days, and the Minister's decision is final (Article 3). A foreign company performing contracts for state bodies must do so through a registered branch (Article 5). A violation carries a notice and three months to remedy before cancellation (Article 19), and a fine of up to QAR 500,000 (Article 20).
Bahrain: ministerial decisions fix the ownership map
Bahrain's Commercial Companies Law, Decree-Law 21 of 2001, works with ministerial decisions that fix which activities may be fully foreign owned. Decision 40 of 2021 and its amendments set the list. Most activities are open, some are reserved for Bahraini or GCC owners, some need a Bahraini or GCC partner with 51 percent, and others need at least one share held locally. Decision 53 of 2024, dated 17 October 2024, replaced Articles 4 bis and 5 of Decision 40 of 2021. Article 5 allows a company to be wholly owned by non-Bahrainis in the activities listed in Schedule 4 if it meets all three conditions: capital of at least BHD 100,000 (or the foreign-currency equivalent), gross revenue of the parent company of at least EUR 750 million (or the BHD equivalent), and presence in ten markets. Decision 71 of 2025, dated 27 November 2025, opened further activities.
Because these decisions change often, we treat the Bahrain list as a point to verify on the day of filing. Every entity registers with the Ministry of Industry and Commerce through the Sijilat portal and holds a commercial registration before it starts. Ultimate beneficial owner disclosure applies from a 10 percent holding.
Oman: Royal Decree 50/2019 and the deemed approval
The Foreign Capital Investment Law, Royal Decree 50/2019, repealed Royal Decree 102/94. A foreigner may invest in the Sultanate only in accordance with it (Article 3), through an establishment or company in a permitted activity that is wholly or partly funded by foreign capital, under a license from the investment center (Article 6). The activities barred to foreign investment are listed by ministerial decision (Article 14). If the competent bodies miss the deadlines set in the regulation for approvals, permits and licenses, the request is deemed accepted (Article 5). The vehicle is formed under the Commercial Companies Law, Royal Decree 18/2019.
An investment project enjoys the benefits and guarantees of a national project (Article 18), may receive land on a long lease or usufruct (Article 19), and may receive customs relief as the regulation provides (Article 20). It cannot be confiscated except by a judicial decision (Article 23). Omani courts are competent for disputes between the project and others, with urgency status, and arbitration is allowed (Article 17).
Egypt: Law 72 of 2017 and the Investor Service Center
Investment Law 72 of 2017, amended by Law 160 of 2023, promises fair and equitable treatment and the same treatment for foreign and national investors (Article 3), bars nationalization (Article 4), and guarantees free funding from abroad, transfer of profits and transfer of liquidation proceeds (Article 6). Companies are formed under Law 159 of 1981, as amended by Law 4 of 2018, which provides for single member companies. The Investor Service Center at GAFI handles incorporation, branches, capital increases and activity changes (Article 21).
Article 11 grants a discount against taxable net profit equal to 50 percent of the investment cost in Sector A and 30 percent in Sector B for projects set up under the investment map, and Article 12 makes the special incentives conditional on a newly incorporated company that keeps regular accounts. Article 10 exempts incorporation documents from stamp duty for five years and applies a uniform customs duty of 2 percent on machinery. Article 20 allows the Council of Ministers to grant a single comprehensive approval, the so-called golden license, to strategic projects, and Article 11 bis, added by Law 160 of 2023, covers industrial activities.
Control, exposure and exit across the seven markets
Shareholder terms must be read with the local statute. In Kuwait the owner of a KDIPA entity may transfer it to a foreign or Kuwaiti investor, and the transferee replaces the original owner in rights and obligations (Article 20). Qatar contains a similar rule in Article 15 and requires the new investor to keep the project running. Oman allows transfer to another investor or to a partner, including through merger or change of form (Article 27). In Bahrain and Egypt we check the supermajority thresholds against the deadlock clause.
The forum clause deserves the same care. Under Article 26 of the Kuwait investment law the Kuwaiti courts alone hear disputes between investment projects and third parties, and the parties may agree arbitration. Oman gives its courts competence and allows arbitration (Article 17), Qatar allows arbitration except for labor disputes (Article 16), and the Saudi Investment Law provides for alternative means of dispute settlement. We draft the exit clause with the forum, the place of enforcement and the location of assets together.
A dated country file and the tax overlay
For each country we keep one dated page: activities, proposed owners, candidate vehicle, approvals still to verify, the instruments relied on and the review date. The documents the advisers actually read are attached, and business assumptions are kept apart from confirmed requirements.
Tax follows the same facts and does not replace the control and licensing review. The UAE charges 9 percent above AED 375,000 under Federal Decree-Law 47 of 2022, Kuwait charges foreign corporate bodies 15 percent under Decree 3 of 1955 and has a separate regime for large multinational groups, and the Saudi regional headquarters relief depends on the activity. Our Gulf company formation comparison and our company formation guides for each country give the formation steps.
What we review in a MENA structuring engagement
When we review a regional structure we examine the activity map for each market, the proposed owners and their nationality, the vehicle and its constitutional documents, the registration or license route and its statutory timetable, the restricted activity lists, the regional headquarters and government contract exposure, the shareholder and related-party terms, the transfer and exit mechanics, the forum clauses, the tax overlay, and the dated country file that records who verified what and when. We then send a scoped plan that names the approvals, the order of filing and the open points that need a regulator answer.
See also: our Gulf company formation comparison and our Kuwait M&A due diligence guide, plus our commercial and corporate practice.
Frequently asked questions
Can a foreign investor own 100 percent of a company in the UAE?
Yes for most mainland activities, because Federal Decree-Law 26 of 2020 removed the Emirati majority and local agent requirements. Activities with strategic impact under Article 10 of Federal Decree-Law 32 of 2021 and Cabinet Resolution 55 of 2021 are the exception, and the regulator sets the foreign share.
Does Saudi Arabia still issue a MISA investment license?
No. Since 12 February 2025 the Investment Law issued by Royal Decree M/19 replaces licensing with registration, and foreign investors register for each investment and reconfirm their declarations annually. Excluded activities still need the approval of the Permanent Ministerial Committee for Examination of Foreign Investments.
Can a foreign investor own 100 percent of a Kuwaiti company?
Yes with a KDIPA license under Article 12 of Law 116 of 2013. Without it, Article 23 of the Commercial Law requires a Kuwaiti partner holding at least 51 percent. Since 21 January 2024 a foreign company may also open a branch without a local agent.
Does Qatar allow full foreign ownership?
Yes. Article 2 of Law 1 of 2019 allows up to 100 percent in all economic sectors, except banks, insurance and commercial agencies under Article 4 and other fields the Council of Ministers adds. Listed companies stay at 49 percent unless the Council approves more under Article 7.
How long do regulators take to decide?
KDIPA must decide within 30 days of a complete file under Article 15 of Law 116 of 2013. In Qatar the department has fifteen days under Article 3 of Law 1 of 2019 and silence counts as rejection. In Oman a missed regulation deadline means deemed acceptance under Article 5. In the UAE the regulator has 14 business days under Article 3 of Cabinet Resolution 55 of 2021.
What incentives does Egypt give a new foreign-owned company?
Article 11 of Law 72 of 2017 gives a 50 percent discount of investment cost in Sector A and 30 percent in Sector B against taxable profit, subject to Article 12. Article 10 exempts incorporation documents from stamp duty for five years, and Article 20 allows a comprehensive approval for strategic projects.
Is a branch or a subsidiary the better vehicle?
There is no single answer. A branch is permitted in Kuwait under Article 12 of Law 116 of 2013 and since Law 1 of 2024 needs no local agent, and Qatar requires a branch to perform state contracts under Article 5 of Law 1 of 2019. A subsidiary gives limited liability and cleaner ownership transfers.
How can we help with a MENA structuring project?
Our Kuwait and Cairo offices review the activity map, the ownership route and the documents country by country before any filing. Send us your business description and proposed ownership through the contact page, and we will reply with a scoped review plan and a filing order.